1. Services and engagement
We provide performance marketing services including paid media strategy and execution, SEO and content, analytics configuration, and conversion optimization. Each engagement is defined in a written scope (Proposal, SOW, or Order) describing deliverables, timelines, responsibilities, and fees. If there is any conflict between this document and a signed scope, the scope prevails for that engagement. We may recommend third‑party tools or platforms. You are responsible for third‑party contracts and costs unless the scope states otherwise. We will use reasonable care and skill, follow applicable advertising policies, and keep you informed with clear progress updates. Timelines depend on your timely access, feedback, and approvals.
2. Fees, invoicing, and taxes
Fees may be fixed, time‑based, or tiered by scope. Unless stated otherwise, invoices are issued monthly in GBP and payable within 14 days. Late amounts may accrue interest at the statutory rate and we may pause work until payment is received. Media spend paid to advertising platforms is separate from our fees and is your responsibility. Prices exclude VAT and applicable taxes, which will be added where required. Disputed amounts must be raised in writing within 7 days of invoice; undisputed amounts remain payable. Bank charges and currency conversion costs are borne by you. Prepaid or discounted packages are non‑refundable except where required by law or expressly stated in writing.
3. Client responsibilities and acceptable use
You will provide accurate information, timely access to accounts and data, and a single point of contact empowered to make decisions. You are responsible for the legality and safety of your products, claims, and targeting. You must not request or deploy unlawful, misleading, or discriminatory content, nor attempt to circumvent platform policies or privacy laws. We may decline or suspend any activity we reasonably believe is unsafe, non‑compliant, or harmful. You will maintain backups of your systems and content. Where we manage ad accounts or analytics, you grant appropriate permissions and agree not to share credentials insecurely. We operate under least‑privilege principles and will revoke access at the end of the engagement.
4. Intellectual property and licenses
You retain ownership of your pre‑existing materials, trademarks, and data. Upon full payment, we grant you a worldwide, non‑exclusive, perpetual license to use deliverables we create for you (such as copy, creative assets, and configuration files) for your internal business purposes. We retain ownership of our methods, frameworks, templates, and tools, including know‑how developed while working with you. To the extent such materials are included in deliverables, we grant you a license to use them solely as incorporated. You are responsible for securing rights to third‑party assets you request us to use. You grant us a limited license to reference your brand name and non‑confidential results in our portfolio, unless your scope states otherwise.
5. Confidentiality and data protection
Each party will protect the other’s confidential information and use it only to perform the engagement. Confidential information excludes information that is public, independently developed, or obtained lawfully from a third party. If disclosure is required by law, we will notify the other party where legally permitted. We process personal data in accordance with our Privacy Policy and applicable laws, acting as independent controllers unless a data processing agreement specifies otherwise. We use reasonable security measures, limit access to those who need it, and will notify you without undue delay of any material security incident affecting your data in our possession.
6. Warranties and disclaimers
We warrant that we will provide services with reasonable care and skill. Except as expressly stated, services and deliverables are provided on an “as is” and “as available” basis. We do not guarantee specific rankings, impressions, clicks, conversions, revenue, or return on ad spend. Platform behavior, auctions, and algorithms can change without notice. To the fullest extent permitted by law, we disclaim all other warranties, whether statutory, express, or implied, including merchantability, fitness for a particular purpose, and non‑infringement. You are responsible for the final review and approval of ads, claims, and legal compliance related to your products and offers.
7. Limitation of liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under law. Subject to the foregoing, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, revenue, data, or goodwill, even if advised of the possibility. Our total aggregate liability arising out of or related to the services in any 12‑month period will not exceed the fees paid or payable by you for the services giving rise to the claim during that period. You must bring any claim within 12 months of the event first giving rise to it.
8. Term, termination, and suspension
These Terms apply from your first use of our site or the start date in your scope, whichever occurs earlier, and continue until services are completed or terminated. Either party may terminate an ongoing engagement for convenience with 30 days’ written notice, unless the scope specifies a different notice period. Either party may terminate immediately for material breach not cured within 10 days of notice, or if the other party becomes insolvent. On termination you will pay for services delivered up to the effective date and any committed third‑party costs. We may suspend services for late payment, safety, or policy concerns. Clauses that by their nature should survive will survive termination.
9. Governing law and disputes
These Terms and any dispute or claim (including non‑contractual disputes) are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales. Before commencing proceedings, the parties will attempt in good faith to resolve disputes through senior‑level discussions within 14 days of written notice. Nothing prevents either party from seeking urgent injunctive or equitable relief to protect confidential information or intellectual property.
10. Changes and contact
We may update these Terms to reflect legal, technical, or business changes. The updated version will be posted at this URL with a new effective date. Material changes may be communicated by email if we have your contact details. Your continued use of the site or services after updates constitutes acceptance of the revised Terms. For questions about these Terms or to provide notice, contact: DEL Growth Studio Ltd, 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom, [email protected].
